Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-19-023972
Date:2019-09-17
Issuer: CLOUDFLARE, INC. (NET)
Original Submission Date:

Reporting Person:

PELION VENTURES V, L.P.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURES V-A, L.P.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURES V FINANCIAL INSTITUTIONS FUND, L.P.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURE PARTNERS V, L.L.C.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURES V FINANCIAL INSTITUTIONS GP, L.L.C.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURES VI, L.P.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURES VI-A, L.P.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

PELION VENTURE PARTNERS VI, L.L.C.
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Reporting Person:

MODERSITZKI BLAKE G
C/O PELION VENTURES
2750 E COTTONWOOD PARKWAY, SUITE 600 SALT LAKE CITY, UT 84121

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-09-17 C 831,641 a $0.00 831,641 indirect f2
CLASS A COMMON STOCK 2019-09-17 C 211,603 a $0.00 211,603 indirect f3
CLASS A COMMON STOCK 2019-09-17 C 252,550 a $0.00 252,550 indirect f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 314,480 (d) class b common stock 314,480 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 2,210,230 (d) class b common stock 2,210,230 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 831,641 (d) class a common stock 831,641 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 2,524,710 (a) class a common stock 2,524,710 $0.00 2,826,097 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date P 641,800 (a) class a common stock 641,800 $0.00 3,467,897 indirect see footnote
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 80,016 (d) class b common stock 80,016 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 562,370 (d) class b common stock 562,370 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 211,603 (d) class a common stock 211,603 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 642,386 (a) class a common stock 642,386 $0.00 719,071 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date P 163,300 (a) class a common stock 163,300 $0.00 882,371 indirect see footnote
SERIES A CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 95,500 (d) class b common stock 95,500 $0.00 0 indirect see footnote
SERIES C CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 671,200 (d) class b common stock 671,200 $0.00 0 indirect see footnote
SERIES D CONVERTIBLE PREFERRED STOCK 0.0 2019-09-17 deemed execution date C 252,550 (d) class a common stock 252,550 $0.00 0 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date C 766,700 (a) class a common stock 766,700 $0.00 858,224 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date P 194,900 (a) class a common stock 194,900 $0.00 1,053,124 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date 0 ( ) class a common stock 497,996 $0.00 497,996 indirect see footnote
CLASS B COMMON STOCK 0.0 2019-09-17 deemed execution date 0 ( ) class a common stock 34,051 $0.00 34,051 indirect see footnote
Footnotes
IDfootnote
f1 each share of series d convertible preferred stock automatically converted into class a common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f2 the shares are held of record by pelion ventures v, l.p. (pv v). pelion venture partners v, l.l.c. (pvp v) is the general partner of pv v, and blake modersitzki is the manager member of pvp v. carl ledbetter, a director of the issuer, serves as a special advisor to an affiliate of pvp v. each of mr. modersitzki and dr. ledbetter share voting and dispositive power with respect to the shares held of record by pv v, but disclaims beneficial ownership of the securities held of record by pv v except to the extent of his individual pecuniary interest therein.
f3 the shares are held of record by pelion ventures v-a, l.p. (pv v-a). pvp v is the general partner of pv v-a, and blake modersitzki is the manager member of pvp v. dr. ledbetter, a director of the issuer, serves as a special advisor to an affiliate of pvp v. each of mr. modersitzki and dr. ledbetter share voting and dispositive power with respect to the shares held of record by pv v-a, but disclaims beneficial ownership of the securities held of record by pv v-a except to the extent of his individual pecuniary interest therein.
f4 the shares are held of record by pelion ventures v financial institutions fund, l.p. (pv v financial). pelion ventures v financial institutions gp, l.l.c. (pv v financial gp) is the general partner of pv v financial and blake modersitzki is the manager member of pv v financial gp. dr. ledbetter, a director of the issuer, serves as a special advisor to an advisor to an affiliate of pv v financial gp. each of mr. modersitzki and dr. ledbetter share voting and dispositive power with respect to the shares held of record by pv v financial, but disclaims beneficial ownership of the securities held of record by pv v financial except to the extent of his individual pecuniary interest therein.
f5 each share of series a convertible preferred stock automatically converted into class b common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f6 each share of class b common stock is convertible at any time into class a common stock on a one-to-one basis at the reporting person's election and has no expiration date.
f7 each share of series c convertible preferred stock automatically converted into class b common stock on a one-to-one basis immediately prior to the completion of the issuer's initial public offering of class a common stock and had no expiration date.
f8 the shares are held of record by pelion ventures vi, l.p. (pv vi). pelion venture partners vi, l.l.c. (pvp vi) is the general partner of pv vi, and blake modersitzki is the manager member of pvp vi. dr. ledbetter, a director of the issuer, serves as a special advisor to an affiliate of pvp vi. each of mr. modersitzki and dr. ledbetter share voting and dispositive power with respect to the shares held of record by pv vi, but disclaims beneficial ownership of the securities held of record by pv vi except to the extent of his individual pecuniary interest therein.
f9 the shares are held of record by pelion ventures vi-a, l.p. (pv vi-a). pvp vi is the general partner of pv vi-a, and blake modersitzki is the manager member of pvp vi. dr. ledbetter, a director of the issuer, serves as a special advisor to an affiliate of pvp vi . each of mr. modersitzki and dr. ledbetter share voting and dispositive power with respect to the shares held of record by pv vi-a, but disclaims beneficial ownership of the securities held of record by pv vi-a except to the extent of his individual pecuniary interest therein.
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